MANUFACTURING AGREEMENT
Xxxxxxxx Systems - VidaMed, Inc.
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MANUFACTURING AGREEMENT
This Agreement, is made this 5th day of January 1999 ("Effective Date") by and
between VidaMed, Inc., a Delaware Corporation, having principal offices at 00000
Xxxxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxxxx, 00000 (hereinafter called "VidaMed") and
Xxxxxxxx Systems, a Division of Xxxx Zeiss, Inc., with offices at 0000 Xxxxxxxx
Xx., Xxxxxx, XX 00000 (hereinafter called "Xxxxxxxx").
Whereas VidaMed manufactures, markets and sells products for the symptomatic
treatment of benign Prostatic Hyperplasia under the TUNA(R) (Trans Urethral
Needle Ablation) and other trademarks; and
WHEREAS VidaMed desires to have specific services performed relative to the
production of components for the VidaMed TUNA system, including the manufacture
of PROVu(TM) disposable cartridges and other related components; and
WHEREAS Xxxxxxxx has the technical ability and desire to perform said contract
services; and
WHEREAS Xxxxxxxx and VidaMed desire to enter into an Agreement for the
manufacture of disposable cartridges for the VidaMed TUNA (Trans Urethral Needle
Ablation) system, whereby Xxxxxxxx shall manufacture said components to the
designs and specifications developed by
VidaMed;
NOW THEREFORE, in consideration of the mutual promises contained herein,
Xxxxxxxx and VidaMed agree as follows:
1. Xxxxxxxx SERVICES and DUTIES
A. Services
i. Manufacture
Xxxxxxxx shall manufacture VidaMed PROVu disposable cartridges and such other
TUNA system components as may be agreed between the parties ("Products") in
accordance with the prices, plans and specifications provided by VidaMed and
attached hereto in Schedule A. Said prices, plans and specifications shall be
supplied by VidaMed and accepted by Xxxxxxxx. The activities performed by
Xxxxxxxx shall be referred to herein as the "Services".
ii. Lead Time Reduction
It is anticipated that as product knowledge and processes are improved, Xxxxxxxx
and VidaMed shall work together toward reducing the lead-time from ninety (90)
days to thirty (30) days.
iii. Storage
Xxxxxxxx agrees to work with VidaMed to determine a fair and reasonable price in
the event that VidaMed would require storage and shipping services from
Xxxxxxxx.
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iv. Drop Shipment
Xxxxxxxx shall also work with VidaMed to create a system for drop shipment of
Products to VidaMed's customers.
B. Duties
i. Clean Room
Xxxxxxxx shall cause to be built at its facility in Dublin, California, a Clean
Room, capable of supporting a "Class 100,000" certification.
ii. Engineering Changes
VidaMed must approve any changes that affect form, fit, or function of the
product. Xxxxxxxx may suggest changes to the manufacturing specifications of the
Products. Any such suggested changes shall be made in writing and shall clearly
set forth the nature of the change, the necessity for the change, and any
projected cost or manufacturing schedule impact. VidaMed may approve or reject
the suggested changes in its sole discretion.
Xxxxxxxx agrees to assist VidaMed in implementation of changes to the Products
by providing reasonable support including, but not limited to, quality control,
documentation, and sustaining engineering. All such changes and improvement
shall be submitted to Xxxxxxxx in writing and Xxxxxxxx shall respond to the
proposed change with cost and schedule impact within thirty (30) days after
receipt, or such other date when it might reasonably respond to VidaMed.
iii. Subcontractors
VidaMed reserves the right to approve Xxxxxxxx'x use of any subcontractor to
perform any test, manufacture, or rework of the Products.
iv. Certificate of Compliance
A certificate of compliance will be created and maintained by Xxxxxxxx for the
life of any product manufactured by Xxxxxxxx. Said certificate shall be supplied
with each lot of product shipped to VidaMed and shall be maintained through the
end of the Agreement, then transferred to VidaMed or VidaMed's successor in
interest.
v. Return Material Authorization
Xxxxxxxx shall create and maintain a "Return Material Authorization" ("RMA")
tracking system for all returned product. Said RMA system shall include
information regarding the date the returned product was received, the date
quoted for return, and the date the reworked / repaired product was shipped to
VidaMed or VidaMed's customer.
vi. Assignment of Purchase Contracts
Xxxxxxxx agrees to assume the purchase agreements currently held by VidaMed with
its suppliers. Said Purchase Agreements are attached hereto as Schedule C. All
components required to build the current product will be purchased by Xxxxxxxx
from VidaMed's existing suppliers. Xxxxxxxx shall not be obliged to continue
purchasing product through current VidaMed suppliers after the termination of
the current term of the Purchase Contracts.
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Xxxxxxxx Systems - VidaMed, Inc.
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vii. Raw Materials
Xxxxxxxx agrees to purchase raw material necessary to perform the Services from
VidaMed and other suppliers holding such material, where in the latter case,
such suppliers will not continue to supply raw material to VidaMed. Xxxxxxxx
will purchase all existing raw material inventories located at VidaMed at
standard cost. A credit for the cost of the materials will be applied toward the
Products sold to VidaMed and produced using said raw materials, until said raw
materials are exhausted.
viii. Warranty
Xxxxxxxx warrants that the Products shall conform to the manufacturing, quality,
and regulatory specifications provided by VidaMed to Xxxxxxxx and shall be
substantially free of errors in workmanship.
2. VIDAMED DUTIES
A. Forecast of for Volume of Finished Products
i. Lead Time
VidaMed shall provide Xxxxxxxx with at least a ninety (90) day lead-time for
product, as defined in the forecast requirements. It is anticipated that as
product knowledge and processes are improved, Xxxxxxxx and VidaMed shall work
together toward reducing the lead-time from ninety (90) days to thirty (30)
days.
ii. Rolling Forecast
VidaMed agrees to provide to Xxxxxxxx a twelve (12) month rolling forecast for
product production volume on a monthly basis. The forecasted quantity will
become the order quantity for the first (30) days after the forecast; the
quantity forecasted for the next thirty (30) days can be changed by plus or
minus fifteen percent (+/-15%) from the previous forecast; and the quantity for
the subsequent thirty (30) days can be changed by plus or minus twenty-five
percent (+/-25%) from the original forecast. Any reasonable changes in quantity
beyond ninety (90) days will be accepted or negotiated between the parties.
B. Regulatory Requirements
VidaMed shall be solely responsible for fulfilling all filings, registrations
and attendant requirements of both federal and local governments relative to the
Products.
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3. QUANTITY AND COST
A. Minimum Purchase Quantity
VidaMed agrees to purchase a minimum of Ten Thousand (10,000) units of the
Products ("Minimum Purchase Commitment") during the first term of this
Agreement.
B. Cost
The cost for each unit of Products manufactured shall be derived from the table
attached hereto under Schedule B. The cost per unit of Products shall
hereinafter be referred to as the "Standard Charge".
4. CONFORMITY TO ALL LAWS
A. Duties of Xxxxxxxx
Xxxxxxxx will manufacture all products in a good and workmanlike manner and will
comply with and maintain all applicable federal, state, local, and environmental
laws, ordinances and regulations, including but not limited to ISO 9001 and EN
46001 standards, as amended, and the Food, Drug and Cosmetic Act as amended,
including regulations relating thereto, pertinent to the Services it performs
relative to the manufacture of the Products.
B. Duties of VidaMed
VidaMed shall be solely responsible for all registrations, filings and other
regulatory requirements of both the federal, state and local laws, including but
not limited to the requirements of the Federal Food, Drug and Cosmetic Act as
amended and its attendant regulations.
5. PRODUCT RECALL
All product recalls shall be the sole responsibility of VidaMed. However,
Xxxxxxxx shall bear the expense of reprocessing the recalled Products, as well
as shipping to and from the reprocessing site and reasonable associated expenses
for the coordination of the recall, if the adulteration of the Products arose
from the workmanship by Xxxxxxxx in providing the Services, or due to Xxxxxxxx'x
failure to maintain VidaMed's specifications, pursuant to Schedule A hereto,
during the manufacturing process. VidaMed shall bear the expense of the recall
in all other events, including but not limited to a recall arising from a defect
or inadequacy in VidaMed's design, or if it determined that VidaMed has failed
to provide Xxxxxxxx inadequate specifications and or support.
6. COMPENSATION
Unless otherwise stipulated, Xxxxxxxx shall provide and initially pay for all
costs of work performed. VidaMed shall compensate Xxxxxxxx as provided in
Schedule B hereto. Schedule B shall contain the amounts and terms of
compensation and reference to any applicable federal, state, local,
governmental, or private tax, tariff, fee, surcharge or other charge for the
Services. Terms of payment shall be net 30 from receipt of product at VidaMed or
VidaMed's customer's site.
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7. DELIVERY
All Products supplied to VidaMed FOB Xxxxxxxx'x location. VidaMed shall
designate a carrier and the cost of subsequent transportation shall be borne and
paid by VidaMed.
8. Inspection and Audit Rights
A. Product Inspection
VidaMed reserves the right to inspect and reject any product that does not meet
the specifications provided by VidaMed to Xxxxxxxx. In the event of rejected
product, VidaMed shall notify Xxxxxxxx of the rejections in writing within sixty
(60) days of receipt of the product and shall provide Xxxxxxxx with the
opportunity to rework or replace the product. In the event, the product was
rejected for design issues arising out of VidaMed's specifications, VidaMed
shall be responsible for all costs of rework, replacement or scrap of the
product.
B. Records and Premises
Xxxxxxxx shall maintain books and records in accordance with Generally Accepted
Accounting Principles (GAAP). VidaMed, and regulators reviewing the Products,
shall have the right at VidaMed's expense to audit Xxxxxxxx'x books and records
with regard to the Services and Products related thereto. Further, VidaMed shall
have the right during normal business hours and providing Xxxxxxxx with at least
twenty-four (24) hours notice, to enter Xxxxxxxx'x facilities and inspect the
manufacturing processes of any Products. Should VidaMed find defects in
accounting or in manufacturing, VidaMed shall notify Xxxxxxxx in writing and
Xxxxxxxx shall take action to correct such defects within ten (10) days of such
notice. Failure to take actions to cure such defects within ten (10) days shall
give VidaMed the right to terminate this Agreement without further obligation to
Xxxxxxxx, except as provided herein, after thirty (30) days of the VidaMed's
original notice to Xxxxxxxx.
C. Regulatory Inspections
Xxxxxxxx further agrees to fully cooperate with all regulatory investigations
and notify VidaMed in advance of such inspections. VidaMed reserves the right to
be present and assist with any regulatory inspections which pertain in any way
to the Products. Xxxxxxxx shall provide within ten (10) days of receipt a
response to any regulatory inquires. Xxxxxxxx shall provide VidaMed copies of
all form 483, form 486, or other regulatory notifications when such
notifications pertains to the Services and or the Products.
9. Transfer of Employees
VidaMed shall transfer some or all of its manufacturing employees to Xxxxxxxx
and Xxxxxxxx agrees to hire such individual on terms at least equivalent to the
salary and benefits such individuals received while employees of VidaMed.
However, benefits shall be commensurate with standard Xxxxxxxx benefits.
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Xxxxxxxx reserves the right to interview all employees prior to hire, and to
refuse the hire of those employees which it deems to be unacceptable. A list of
proposed employees to be transferred is attached hereto as Schedule X.
Xxxxxxxx shall be informed, in writing, of the immigration status of all
proposed employees. Xxxxxxxx may, at its discretion, agree to provide legal
assistance to any transferred VidaMed employees with regard to immigration
issues.
Xxxxxxxx shall hire Xx. Xxxxxx Xxxxx on a contract basis at his current VidaMed
salary and with standard Xxxxxxxx benefits. Once the required visa transfer is
complete, Xxxxxxxx agrees to hire Xx. Xxxxx as a full-time, regular employee of
Xxxxxxxx.
10. INDEMNITY
Xxxxxxxx and VidaMed shall indemnify and hold each other harmless from and
against any and all claims, liabilities, costs and expenses (including legal
fees and disbursements) of the party seeking indemnity, arising out of the acts
of the other party, providing that the party seeking indemnity shall timely
notify the other party, and provided the party from whom indemnity is sought
shall have control of any litigation, at its sole cost and expense, and
provided, further, that no compromise thereof shall be entered into without the
express written consent of the party from whom indemnity is sought.
11. INSURANCE
A. Obligation of Xxxxxxxx
Xxxxxxxx shall at all times carry "Adequate Insurance" that shall include
coverage on all of Xxxxxxxx'x activities under this Agreement, as well as any
insurance required by law. For purposes of this Agreement, "Adequate Insurance"
shall mean liability, casualty and fire insurance of no less than Five Million
Dollars ($5,000,000). Xxxxxxxx shall provide a certificate of insurance to
VidaMed naming VidaMed, Inc. as an additional insured under such policies of
insurance. Xxxxxxxx shall also carry sufficient product liability insurance and
name VidaMed as an additional insured on its policy.
B. VidaMed
VidaMed shall at all times carry adequate insurance that shall include coverage
on all of VidaMed's activities under this Agreement, as well as any insurance
required by law. VidaMed shall provide a certificate of insurance to Xxxxxxxx
naming Xxxxxxxx Instruments as an additional insured under such policies of
insurance. VidaMed shall also carry sufficient product liability insurance and
name Xxxxxxxx as an additional insured on its policy.
12. BASELINE PROCESSES AND INCORPORATION OF ENGINEERING DOCUMENTS
Prior to the start of production, both parties shall agree to acceptable
baseline manufacturing processes. Said baseline manufacturing processes shall be
incorporated herein.
The following sets of engineering documents, collectively forming the
Specifications for the manufacture of VidaMed product, are incorporated herein:
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Xxxxxxxx Systems - VidaMed, Inc.
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a) Released Prints;
b) Xxxx of Materials;
c) Routers;
d) Manufacturing Instructions;
e) Quality Control Instructions; and
f) Labeling Instructions.
13. NO ASSIGNMENT
Neither party may assign any rights or obligations under this Agreement without
the express written consent of the other party. Such consent, however, shall not
be unreasonably withheld.
14. CONFIDENTIALITY
Both parties understand that all correspondence, patents, license and conditions
pertinent to this Agreement are to be held strictly confidential, and that
breach of this confidentiality may result in termination of this Agreement. This
confidentiality obligation shall survive the termination or expiration of this
Agreement for a period of no less than four (4) years.
15. TERM AND TERMINATION
A. Term and Termination
This Agreement shall begin on the Effective Date and, unless terminated earlier
pursuant to this paragraph, continue for three (3) years, at which time this
agreement shall terminate. It is contemplated by the parties that they will
review their relationship during the ninety (90) days immediately preceding its
termination to determine whether and on what terms the relationship may be
continued upon mutual agreement. Nothing in this agreement will be construed to
require either party to agree to any such extension. Upon termination of the
Agreement, VidaMed or its successor in interest agree to purchase up to ninety
(90) days of raw material and finished goods held by Xxxxxxxx. The quantity of
such raw material and finished goods shall be determined based upon the last
forecast agreed by the parties.
B. Pre-Shipment Termination
Prior to the first shipment of product to VidaMed, VidaMed shall have the right
to cancel this Agreement for a one-time payment to Xxxxxxxx of
one-hundred-thousand Dollars ($100,000). In such case VidaMed shall, at its
option, offer all employees transferred to Xxxxxxxx employment. In the event
VidaMed fails to offer employment to any employee, VidaMed shall be solely
responsible for reasonable expenses associated with the termination of said
employee.
C. Termination upon Notice
The Parties agree that the entering into and the risks and costs associated with
such a venture are understood and accepted by the Parties. Therefore, either
Party may cancel this Agreement at the end of any calendar month without cause,
provided one-hundred-eighty (180) days written notice, return receipt requested,
is given. Each party shall be entitled to its verifiable costs for the venture.
These costs shall be reviewed from the perspective of those costs incurred by a
reasonably prudent business person when entering into such an Agreement. In the
event
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Xxxxxxxx Systems - VidaMed, Inc.
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Xxxxxxxx terminates this Agreement upon notice, VidaMed shall not be required to
meet the Buyout Provision as set forth in Paragraph 15(E) or the minimum
purchase provision in 3(A) of this agreement. In the event VidaMed terminates
this Agreement upon notice, VidaMed shall be required to meet the
responsibilities of the Buyout Provision as set forth in Paragraph 15(E).
D. Immediate Termination
This Agreement may be terminated by either party with immediate effect upon the
material breach of this Agreement by the other party if a reasonable response to
correct such breach is not provided within thirty (30) days of notice thereof;
or by Xxxxxxxx with immediate effect in the event of (i) the substantial
deterioration in VidaMed's financial position which materially impairs VidaMed's
ability to perform under this agreement; (ii) VidaMed ceases to do business,
terminates its existence, dissolved or liquidates; (iii) VidaMed becomes
insolvent or fails to pay its obligations (including its obligations to
Xxxxxxxx) when they become due; (iv) a receiver is appointed to hold, manage or
operate VidaMed's property or business; (v) there is a general assignment of
VidaMed's property or business for the benefit of its creditors; or (vi)
proceedings are instituted by or against VidaMed under any bankruptcy or
insolvency law; (vii) VidaMed changes ownership in any manner without the
express written notice and consent of Xxxxxxxx. In the event this agreement is
terminated by VidaMed breach, VidaMed shall be required to meet the
responsibilities of the Buyout Provision as set forth in Paragraph 15(E).
E. Change in Control; Buyout Provision
In the event that a "Change in Control" occurs at VidaMed or at VidaMed's
request the surviving entity or controlling party may terminate this Agreement
upon notice by a "Buyout" in the amount greater of either:
a. Providing payment in the amount of Seventy-five Dollars ($75.00) per unit for
the number of units necessary to complete the Minimum Purchase Commitment. Under
this option, it is understood that Xxxxxxxx shall not manufacture the number of
units necessary to complete the Minimum Purchase Commitment, but shall receive
payment therefore; or
b. Paying Two Hundred Thousand Dollars ($200,000) to Xxxxxxxx;
c. The rehire or indemnification of Xxxxxxxx for payment of all termination
costs and unemployment and severance benefits to former VidaMed employees under
Xxxxxxxx employ by this Agreement.
No surcharge or credit with regard to the Clean Room shall be applicable in
connection with the exercise of "Buy-Out" rights under this Agreement.
Alternatively, the surviving entity or controlling party would have the right to
a novation of this Agreement in its favor.
For purposes of this Agreement, "Change in Control" shall mean, and shall be
deemed to have occurred if, on or after the date of this Agreement:
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(i) any "person" (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended), other than a trustee or other
fiduciary holding securities under an employee benefit plan of the Company
acting in such capacity or a corporation owned directly or indirectly by the
stockholders of the Company in substantially the outstanding Voting securities,
(ii) The stockholders of the Company approve a merger or consolidation of the
Company with any other corporation other than a merger or consolidation which
would result in the Voting Securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into Voting Securities of the surviving entity) at least 80% of
the total voting power represented by the Voting Securities of the Company or
such surviving entity outstanding immediately after such merger or
consolidation, or
(iii) The stockholders of the Company approve a plan of complete liquidation of
the Company or an agreement for the sale or disposition by the Company (in one
transaction or a series of related transactions) of all or substantially all of
the Company's assets.
16. FORCE MAJEURE
If, by any reason of impediment, such as war, rebellion, tumult, riot, civil
commotion, insurrection, political disturbance, strike, lock-out, fire, flood,
stoppage of work of any kind, instruction of the authorities or any other cause
or event of a similar nature affecting either party over which such party has no
control, such party cannot perform its fundamental obligations hereunder, it,
except for the obligation of Xxxxxxxx to apply timely for product already
ordered, manufactured and shipped, shall have the right to postpone for the
duration of such impediment the performance of such obligation.
17. NO AGENCY
Xxxxxxxx is an independent contractor and has and shall have no power nor shall
it represent that it has any power to bind VidaMed or to assume or create any
obligation or responsibility, express or implied, on behalf of VidaMed or in its
name. This Agreement shall not be construed as constituting the parties a
partnership, joint venture or any other form of association which would impose
on any party liability for the act or failure to act of any other party.
18. AMENDMENT AND WAIVER
This Agreement supersedes and cancels any and all previous agreements made
between the parties and may not be changed in any way except by an instrument in
writing signed by both parties. The failure of either party to enforce any of
the provisions herein shall not be a waiver of such provisions or the right of
such party thereafter to enforce any such provision.
19. NOTICES
All notices, demands and other communications required or permitted to be given
hereunder shall be in writing and shall be deemed to have been properly given if
delivered personally or sent by registered or certified mail, return receipt
requested, postage pre-paid, or by Federal Express or like courier service.
If to Xxxxxxxx:
MANUFACTURING AGREEMENT
Xxxxxxxx Systems - VidaMed, Inc.
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Xxxxxxxx Systems
0000 Xxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxx 00000
Attention: Vice President of Operations.
With a copy to:
Xxxx Zeiss, Inc.
Xxx Xxxxx Xxxxx
Xxxxxxxxx, Xxx Xxxx, 00000
Attention: General Counsel.
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Xxxxxxxx Systems - VidaMed, Inc.
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If to VidaMed:
VidaMed, Inc.
00000 Xxxxxxx Xxxxxxx
Xxxxxxx, XX 00000
Attention: Vice President and COO.
With a copy to:
VidaMed, Inc.
00000 Xxxxxxx Xxxxxxx
Xxxxxxx, XX 00000
Attention: General Counsel.
or to such other addresses as the parties may designate by notice given in the
manner specified in this Paragraph 19. All such notices, demands and
communications shall be deemed effective on the date personally delivered, or
three (3) days after deposited in the United States mail as registered or
certified mail, or one (1) day after deposited with Federal Express or a like
courier service, as the case may be.
20. HEADINGS
The headings of this Agreement are for convenience of reference only and shall
not limit or are used as an aid in construing any provisions of this Agreement.
21. CHOICE OF LAW
This Agreement shall be construed under the laws of the State of California.
22. DISPUTES
(a) Any dispute, controversy or claim (whether such claim sounds in contract,
tort or otherwise) arising out of or relating to this Agreement (or the breach,
termination or validity thereof), or arising in any way out of the relationship
of the parties shall, at the request of either party, be settled by arbitration
in accordance with the Commercial Arbitration Rules of the American Arbitration
Association ("AAA") in effect at the time of the arbitration (the "Rules"),
except as such Rules may be modified herein. If there is any inconsistency
between the Rules and this Article, the provisions of this Article shall govern.
In the alternative, if it is mutually agreed to by the parties, mediation may be
used to settle any disputes, controversy or claim arising herefrom.
(b) An award rendered in connection with an arbitration pursuant to this Article
shall be final and binding on the parties and judgment upon such an award may be
entered and enforced in any court of competent jurisdiction.
(c) All arbitration proceedings under this Article shall be held at a mutually
convenient location for both parties.
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(d) The arbitrator shall determine the rights, remedies and obligations of the
parties according to the law of the California (excluding conflict of laws
principles), and may not award punitive or exemplary damages to either party.
(e) Each party shall be given not less than 15 days advance notice of the time
and place of any arbitration hearing. The arbitration hearing shall be held not
later than 120 days after the appointment of the arbitrator and the arbitrator
shall render his award not later than 30 days after the closing of the
arbitration hearing.
(f) The final award:
(i) At the request of either party, shall set forth the grounds, factual
and legal, upon which it is based; (ii) may allocate between the parties, in
such proportion as the arbitrator deems proper, the costs of the proceeding,
including the AAA administrative fee, arbitrator's compensation and the cost of
stenographic transcripts and of expert witness, or may direct that all or part
of such costs be borne directly by one party; (iii) may award to either party
all or part of the legal costs, including reasonable attorney fees, incurred by
such party because of the other party's unreasonable, frivolous, bad faith, or
dilatory conduct in the course of the arbitration; (iv) may award to the party
which has prevailed, in whole or in balance on the merits, all or part of such
party's legal costs incurred in connection with the arbitration, including
reasonable attorneys fees.
23. ENTIRE AGREEMENT; SEVERABILITY
This Agreement sets forth the entire understanding and agreement of the parties,
and shall not be modified except by mutual agreement of the parties, in writing.
The unenforceability or invalidity of any provision or provisions of this
agreement shall not render any other provision or provisions herein contained
unenforceable or invalid. In the event that any of the provisions, or portions
thereof, or interpretations by the parties or by either party of any provisions,
or portions thereof, of the Agreement are held unenforceable invalid by any
court of competent jurisdiction, the parties shall negotiate an equitable
adjustment in the provisions of the Agreement with a view toward effecting the
purpose of the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by there duly authorized respective officer or employees as of the day and year
written below:
Xxxxxxxx Systems VidaMed, Inc.,
By: __________________________ By: __________________________
Name: ________________________ Name: ________________________
Title: _______________________ Title: _______________________
Date: ________________________ Date: ________________________
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Schedule A
PRODUCTS, SPECIFICATIONS
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Schedule B
Units Cost and Terms of Payment
